Exhibit 10.21


PLEDGE AND SECURITY
AGREEMENT


PLEDGE AND SECURITY AGREEMENT dated as of May 14, 2004
(this “Agreement”), is entered into by and among LAZY DAYS’ R.V. CENTER, INC., a Florida
corporation (the “Borrower”) and LD HOLDINGS, INC., a Delaware corporation (“LDH”
and together with the Borrower, each individually a “Pledgor” and
collectively, the “Pledgors”),
in favor of WELLS FARGO FOOTHILL, INC., a California corporation (the “Lender”).


W  I  T  N  E  S
S  E  T  H:


WHEREAS, the Borrower and
the Lender are parties to a Loan and Security Agreement, dated as of the date
hereof (such agreement, as amended, restated, supplemented or otherwise
modified from time to time, being hereinafter referred to as the “Loan
Agreement”);


WHEREAS, pursuant to the
Loan Agreement, the Lender has agreed to make revolving credit loans (each a “Loan”
and collectively, the “Loans”) to the Borrower and to assist the
Borrower in obtaining letters of credit (the “Letters of Credit”);


WHEREAS, LDH and RV
ACQUISITION INC., a Delaware corporation (the “Parent” and together with
LDH, each individually a “Guarantor” and collectively, the “Guarantors”)
have guaranteed the repayment of all obligations under the Loan Agreement
pursuant to a Guaranty dated the date hereof, made by the Guarantors in favor
of the Lender (such Guaranty, as amended, restated, supplemented or otherwise
modified from time to time, being hereinafter referred to as the “Guaranty”);


WHEREAS, it is a condition
precedent to the Lender making any Loan or assisting the Borrower in obtaining
the issuance of Letters of Credit pursuant to the Loan Agreement that each
Pledgor shall have executed and delivered to the Lender a pledge and security
agreement providing for the pledge to the Lender, and the grant to the Lender,
a security interest in all indebtedness from time to time owing to each Pledgor
and all of the outstanding shares of capital stock or other equity from time to
time owned by each Pledgor of each subsidiary and other corporation or other
entity now or hereafter existing and in which such Pledgor has any interest at
any time;


WHEREAS, the Pledgors are
mutually dependent on each other in the conduct of their respective businesses
as an integrated operation, with the credit needed from time to time by each
Pledgor often being provided through financing obtained by the other Pledgors
and the ability to obtain such financing being dependent on the successful
operations of all of the Pledgors as a whole; and


WHEREAS, each Pledgor has
determined that the execution, delivery and performance of this Agreement
directly benefit, and are in the best interest of such Pledgor;


NOW, THEREFORE, in
consideration of the premises and the agreements herein and in order to induce
the Lender to make and maintain the Loans and to assist the Borrower in
obtaining the issuance of Letters of Credit, in each case pursuant to the Loan
Agreement, the Pledgors hereby jointly and severally agree with the Lender, as
follows:

















 


SECTION
1.           Definitions.  Reference is hereby made to the Loan
Agreement for a statement of the terms thereof.  All terms used in this Agreement which are
defined in the Loan Agreement or in Article 8 or Article 9 of the Uniform
Commercial Code (the “Code”) in effect from time to time in the State of
New York and which are not otherwise defined herein shall have the same
meanings herein as set forth therein; provided, that terms used herein
which are defined in the Code as in effect in the State of New York on the date
hereof shall continue to have the same meaning notwithstanding any replacement
or amendment of such statute except as the Lender reasonably may otherwise
determine.


SECTION
2.           Pledge and Grant of
Security Interest.  As collateral
security for all of the Obligations (as defined in Section 3 hereof), each
Pledgor hereby pledges and assigns to the Lender, and grants to the Lender a
continuing security interest in and Lien on such Pledgor’s right, title and
interest in and to the following (the “Pledged Collateral”):


(a)           the indebtedness described in
Schedule I hereto and all indebtedness owed to such Pledgor from time to time
required to be pledged to the Lender pursuant to the terms of the Loan
Agreement (the “Pledged Debt”), the promissory notes and other
instruments evidencing the Pledged Debt and all interest, cash, instruments,
investment property and other property from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of the
Pledged Debt;


(b)           the shares of stock, partnership
interests, member interests and other equity interests described in Schedule II
hereto (the “Pledged Shares”), whether or not evidenced or represented
by any stock certificate, certificated security or other instrument, issued by
the corporations, limited partnerships and limited liability companies
described in such Schedule II (the “Existing Subsidiaries”), the
certificates (if any) representing the Pledged Shares, all options and other
rights, contractual or otherwise, in respect thereof and all dividends,
distributions, cash, instruments, investment property and other property
(including but not limited to, any stock dividend and any distribution in
connection with a stock split) from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the
Pledged Shares;


(c)           the shares of stock, partnership
interests, member interests or other equity interests at any time and from time
to time acquired by such Pledgor of any and all Persons now or hereafter
existing, all or a portion of such stock, partnership interests, member
interests or other equity interests now or hereafter owned by any Pledgor and
issued by any Subsidiary of a Pledgor and by any other corporation,
partnership, limited liability company, trust or any other Person (together
with the Existing Subsidiaries, collectively, the “Issuers”), whether or
not evidenced or represented by any stock certificate, certificated security or
other instrument and whether now or hereafter owned by a Pledgor (together with
the Pledged Shares, collectively, the “Pledged Securities”), the
certificates (if any) representing the Pledged Securities, shares, partnership
interests, member interests or other interests, all options and other rights,
contractual or otherwise, in respect thereof and all dividends, distributions,
cash, instruments, investment property and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of the Pledged Securities and such other shares, partnership
interests member interests or other interests;


 


2

















 


(d)           all additional shares of stock,
partnership interests, member interests or other equity interests, from time to
time acquired by such Pledgor, of any Issuer, the certificates (if any)
representing such additional shares, all options and other rights, contractual
or otherwise, in respect thereof and all dividends, distributions, cash,
instruments, investment property and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such additional shares, interests or equity;


(e)           all investment property, financial
assets, securities, capital stock, other equity interests, stock options and
commodity contracts of such Pledgor, all notes, debentures, bonds, promissory
notes or other evidences of indebtedness of such Pledgor, and all other assets
now or hereafter received or receivable with respect to the foregoing;


(f)            all security entitlements of such
Pledgor in any and all of the foregoing; and


(g)           all proceeds (including proceeds of
proceeds) of any and all of the foregoing;


in
each case, whether now owned or hereafter acquired by such Pledgor and
howsoever its interest therein may arise or appear (whether by ownership,
security interest, Lien, claim or otherwise).


SECTION
3.           Security for Obligations.
The security interest created hereby in the Pledged Collateral constitutes
continuing collateral security for all of the following obligations, whether
now existing or hereafter incurred (the “Obligations”):


(a)           the prompt payment by the Pledgors,
as and when due and payable (by scheduled maturity, required prepayment,
acceleration, demand or otherwise), of all amounts from time to time owing by
the Pledgors to the Lender in
respect of the Loan Agreement and all other Loan Documents, including, without
limitation, (i) all principal of and interest on the Loans (including any
interest that, but for the commencement of an Insolvency Proceeding, would have
accrued), (ii) in the case of any Pledgor that is a Guarantor, all amounts from
time to time owing by such Pledgor in respect of its Guaranty, including all
obligations guaranteed by such Pledgor, and (iii) all fees, commissions,
reimbursement obligations and repayment obligations in respect of all Letters
of Credit and all interest thereon, all fees, premiums, commissions, charges,
expense reimbursements, indemnifications and all other amounts due or to become
due under the Loan Agreement and any other Loan Document; and


(b)           the due performance and observance by
each Pledgor of all of its other obligations from time to time existing in
respect of the Loan Agreement and all other Loan Documents.


SECTION 4.           Delivery
of the Pledged Collateral.


(a)           (i) 
All promissory notes currently evidencing the Pledged Debt and all certificates
currently representing the Pledged Securities shall be delivered to the Lender
on or prior to the execution and delivery of this Agreement.  All other promissory notes, certificates


 


3

















 


and instruments constituting
Pledged Collateral from time to time required to be pledged to the Lender
pursuant to the terms of this Agreement or the Loan Agreement (the “Additional
Collateral”) shall be delivered to the Lender as soon as practicable upon
the receipt thereof by or on behalf of any of the Pledgors.  All such promissory notes, certificates and
instruments shall be held by or on behalf of the Lender pursuant hereto and
shall be delivered in suitable form for transfer by delivery or shall be
accompanied by duly executed instruments of transfer or assignment or undated
stock powers executed in blank, all in form and substance reasonably
satisfactory to the Lender.  If any
Pledged Collateral consists of uncertificated securities, unless the
immediately following sentence is applicable thereto, such Pledgor shall cause
the Lender (or its designated custodian or nominee) to become the registered
holder thereof, or cause or direct each issuer of such securities to agree that
upon the occurrence and during the continuance of an Event of Default it will comply
with instructions originated by the Lender with respect to such securities
without further consent by such Pledgor.  If any Pledged Collateral consists of
security entitlements, such Pledgor shall transfer such security entitlements
to the Lender (or its custodian, nominee or other designee ), or cause or
direct the applicable securities intermediary to agree that it will comply with
entitlement orders by the Lender without further consent by such Pledgor.


(ii)  Within 10 Business Days of the receipt by a
Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such
Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”)
shall be delivered to the Lender, in respect of the Additional Collateral which
must be pledged pursuant to this Agreement and the Loan Agreement.  The Pledge Amendment shall from and after
delivery thereof constitute part of Schedules I or II hereto, as the case may
be.  Each Pledgor hereby authorizes the
Lender to attach each Pledge Amendment to this Agreement and agrees that all
promissory notes, certificates or instruments listed on any Pledge Amendment
delivered to the Lender shall for all purposes hereunder constitute Pledged
Collateral and such Pledgor shall be deemed upon delivery thereof to have made
the representations and warranties set forth in Section 5 (to the extent
applicable) hereof with respect to such Additional Collateral.


(b)           If any Pledgor shall receive, by
virtue of such Pledgor’s being or having been an owner of any Pledged Collateral,
any (i) stock certificate (including, without limitation, any certificate
representing a stock dividend or distribution in connection with any increase
or reduction of capital, reclassification, merger, consolidation, sale of
assets, combination of shares, stock split, spin-off or split-off), promissory
note or other instrument, (ii) option or right, whether as an addition to,
substitution for, or in exchange for, any Pledged Collateral, or otherwise,
(iii) dividends payable in cash (except such dividends permitted to be
retained by such Pledgor pursuant to Section 7 hereof) or in securities or
other property or (iv) dividends, distributions, cash, instruments, investment
property and other property in connection with a partial or total liquidation or
dissolution or in connection with a reduction of capital, capital surplus or
paid-in surplus, such Pledgor shall receive such stock certificate, promissory
note, instrument, option, right, payment or distribution in trust for the
benefit of the Lender in accordance with the terms hereof, shall segregate it
from such Pledgor’s other property and shall deliver it by customary means of
delivery forthwith to the Lender in the exact form received, with any necessary
endorsement and/or appropriate stock powers duly executed in blank, to be held
by the Lender as Pledged Collateral and as further collateral security for the
Obligations.


 


4

















 


SECTION 5.           Representations
and Warranties.  Each Pledgor
jointly and severally makes the following representations and warranties to the
Lender which shall be true, correct, and complete, in all material respects, as
of the Closing Date, and in all material respects at and as of the date of the
making of each Advance (or other extension of credit) made thereafter, as
though made on and as of the date of such Advance (or other extension of
credit) (except to the extent that such representations and warranties relate
solely to an earlier date) and such representations and warranties shall
survive the execution and delivery of this Agreement:


(a)           Each Pledgor (i) is a corporation,
limited liability company or limited partnership duly organized, validly
existing and in good standing under the laws of the state or jurisdiction of
its organization, and (ii) has all requisite power and authority to conduct its
business as now conducted and as presently contemplated and to execute, deliver
and perform this Agreement and each other Loan document to be executed and
delivered by it pursuant hereto and to consummate the transactions contemplated
hereby and thereby, and (iii) is duly qualified to do business where the
failure to be so qualified would reasonably be expected to result in a Material
Adverse Change.


(b)           The execution, delivery and
performance by each Pledgor of this Agreement and the other Loan Documents to
which such Pledgor is or will be party (i) have been duly authorized by all
necessary action, (ii) do not and will not contravene its Governing Documents
or any applicable law binding on or affecting it or any of its properties,
(iii) do not and will not conflict with, result in a breach of, or constitute
(with due notice or lapse of time or both) a default under any Material
Contract of any Pledgor, and (iv) do not and will not result in or require the
creation of any Lien upon or with respect to any of its properties other than
Permitted Liens.


(c)           The Existing Subsidiaries set forth
on Schedule II hereto are the Pledgors’ only Subsidiaries existing on the date
hereof.  The Pledged Securities have
been duly authorized and validly issued, are fully paid and nonassessable and
the holders thereof are not entitled to any preemptive, first refusal or other
similar rights.  Except as noted in
Schedule II hereto, the Pledged Shares constitute 100% of the issued shares of
capital stock, partnership interests or member interests of the applicable
Issuer as of the date hereof.  All other
shares of stock constituting Pledged Collateral will be, when issued, duly
authorized and validly issued, fully paid and nonassessable.


(d)           The promissory notes currently
evidencing the Pledged Debt have been, and all other promissory notes from time
to time evidencing Pledged Debt, when executed and delivered, will have been,
duly authorized, executed and delivered by the respective makers thereof, and
all such promissory notes are or will be, as the case may be, legal, valid and
binding obligations of such makers, enforceable against such makers in
accordance with their respective terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws.


(e)           Each Pledgor is the legal and
beneficial owner of its Pledged Collateral free and clear of all Liens except
for the Lien created by this Agreement and Permitted Liens.


 


5

















 


(f)            The exercise by the Lender of any of
its rights and remedies hereunder will not contravene any law or any
contractual restriction binding on or affecting any Pledgor or any of its
properties and will not result in or require the creation of any Lien upon or
with respect to any of its properties other than pursuant to this Agreement or
the other Loan Documents.


(g)           No authorization or approval or other
action by, and no notice to or filing with (other than the filing of financing
statements where appropriate), any Governmental Authority is required to be
obtained or made for (i) the due execution, delivery and performance by any
Pledgor of this Agreement, (ii) the grant by any Pledgor, or the perfection, of
the Lien purported to be created hereby in the Pledged Collateral or (iii) the
exercise by the Lender of any of its rights and remedies hereunder, except as
may be required in connection with any sale of any Pledged Collateral by laws
affecting the offering and sale of securities generally.


(h)           This Agreement creates a valid Lien
in favor of the Lender in the Pledged Collateral, as security for the
Obligations.  The Lender’s having
possession of the promissory notes evidencing the Pledged Debt, the
certificates representing the Pledged Securities and all other certificates,
instruments and cash constituting Pledged Collateral from time to time results
in the perfection of such Lien.  Such
Lien is, or in the case of Pledged Collateral constituting certificates,
instruments or cash in which any of the Pledgors obtains rights after the date hereof,
will be, a perfected, first priority Lien, subject only to Permitted
Liens.  All action necessary or
desirable to perfect and protect such Lien has been duly taken, except for the
Lender’s having possession of certificates, instruments and cash constituting
Pledged Collateral after the date hereof.


(i)            Each limited liability company
interest of each Pledgor that is a limited liability company or any of its
Subsidiaries that is a limited liability company is not dealt in or traded on
securities exchanges or in securities markets, is not a security for purposes
of 8-103 of any relevant Uniform Commercial Code, is not an investment company
security and is not evidenced by a certificate.


SECTION
6.           Covenants as to the
Pledged Collateral.  So long as any of
the Obligations (other than contingent indemnification obligations and expense
reimbursement obligations to the extent that such expenses have not yet been
incurred) shall remain outstanding, any Letters of Credit shall not have been
terminated or cash collateralized in accordance with the terms of the Loan
Agreement, or any commitment to make Advances or issue Letters of Credit under
the Loan Agreement shall not have been terminated, each Pledgor will, unless
the Lender shall otherwise consent in writing:


(a)           keep adequate records concerning the
Pledged Collateral and permit the Lender or any agents, designees or
representatives thereof from time to time hereafter but, absent a continuing
Event of Default, at reasonable times and intervals and upon reasonable notice
and during normal business hours, to examine and make copies of and abstracts
from such records pursuant to the terms of the Loan Agreement;


(b)           at the Pledgors’ joint and several
expense, promptly deliver to the Lender a copy of each notice or other
communication received by it in respect of the Pledged Collateral;


 


6

















 


(c)           at the Pledgors’ joint and several
expense, defend the Lender’s right, title and security interest in and to the
Pledged Collateral against the claims of any Person;


(d)           at the Pledgors’ joint and several
expense, at any time and from time to time, promptly execute and deliver all
further instruments and documents and take all further action that may be
necessary or desirable or that the Lender may reasonably request in order to
(i) perfect and protect, or maintain the perfection of, the security interest
and Lien created hereby, (ii) enable the Lender to exercise and enforce its
rights and remedies hereunder in respect of the Pledged Collateral or (iii)
otherwise effect the purposes of this Agreement, including, without limitation,
delivering to the Lender irrevocable proxies in respect of the Pledged
Collateral;


(e)           not sell, assign (by operation of law
or otherwise), exchange or otherwise dispose of any Pledged Collateral or any
interest therein except as expressly permitted by the Loan Agreement;


(f)            not create or suffer to exist any
Lien upon or with respect to any Pledged Collateral except for the Lien created
hereby and any Permitted Liens;


(g)           not make or consent to any amendment
or other modification or waiver with respect to any Pledged Collateral or enter
into any agreement or permit to exist any restriction with respect to any
Pledged Collateral other than pursuant to the Loan Documents;


(h)           except to the extent permitted in the
Loan Agreement, not permit the issuance of (i) any additional shares of any
class of capital stock or other equity interests of any Issuer, (ii) any
securities convertible voluntarily by the holder thereof or automatically upon
the occurrence or non-occurrence of any event or condition into, or
exchangeable for, any such shares of capital stock or other equity interests,
or (iii) any warrants, options, contracts or other commitments entitling any
Person to purchase or otherwise acquire any such shares of capital stock or
other equity interests;


(i)            not take or fail to take any action
which would impair the enforceability of the Lender’s security interest in and
a Lien on any Pledged Collateral; and


(j)            not permit any limited liability
company interest of any Pledgor that is a limited liability company to be dealt
in or traded on securities exchange or in securities markets, become a security
for purposes of 8-103 of any relevant Uniform Commercial Code, become an
investment company security, or be represented by a certificate.


SECTION 7.           Voting
Rights, Dividends, Etc. in Respect of the Pledged Collateral.


(a)           So long as no Event of Default shall
have occurred and be continuing:


(i)              the Pledgors may exercise any and
all voting and other consensual rights pertaining to any Pledged Collateral for
any purpose not inconsistent with the terms of this Agreement, the Loan
Agreement or the other Loan Documents; provided, however, that
(A) no


 


7

















 


Pledgor will exercise or
refrain from exercising any such right, as the case may be, if the Lender gives
a Pledgor written notice that, in the Lender’s judgment, such action (or
inaction) would reasonably be expected to result in a Material Adverse Change
and (B) each Pledgor will give the Lender at least 5 Business Days’ notice
of the manner in which it intends to exercise, or the reasons for refraining
from exercising, any such right which would reasonably be expected to result in
a Material Adverse Change;


(ii)             the Pledgors may receive and retain
any and all dividends, interest payments or other distributions paid in respect
of the Pledged Collateral to the extent permitted by the Loan Agreement; provided,
however, that any and all (A) dividends and interest paid or payable
other than in cash in respect of, and instruments and other property received,
receivable or otherwise distributed in respect of or in exchange for, any
Pledged Collateral, (B) dividends and other distributions paid or payable in
cash in respect of any Pledged Collateral in connection with a partial or total
liquidation or dissolution or in connection with a reduction of capital,
capital surplus or paid-in surplus, and (C) cash paid, payable or otherwise
distributed in redemption of, or in exchange for, any Pledged Collateral,
together with any dividend, distribution or interest payment which at the time
of such dividend, distribution or interest payment was not permitted by the
Loan Agreement shall be, and shall forthwith be delivered to the Lender to hold
as, Pledged Collateral and shall, if received by a Pledgor, be received in
trust for the benefit of the Lender, shall be segregated from the other
property or funds of such Pledgor, and shall be forthwith delivered to the
Lender in the exact form received with any necessary endorsement and/or
appropriate stock powers duly executed in blank, to be held by the Lender as
Pledged Collateral and as further collateral security for the Obligations; and


(iii)            the Lender will execute and deliver
(or cause to be executed and delivered) to a Pledgor all such proxies and other
instruments as such Pledgor may reasonably request for the purpose of enabling
such Pledgor to exercise the voting and other rights which it is entitled to
exercise pursuant to Section 7(a)(i) hereof and to receive the dividends, interest
and/or other distributions which it is authorized to receive and retain
pursuant to Section 7(a)(ii) hereof.


(b)           Upon the occurrence and during the
continuance of an Event of Default:


(i)              all rights of each Pledgor to
exercise the voting and other consensual rights which it would otherwise be
entitled to exercise pursuant to Section 7(a)(i) hereof, and to receive the
dividends, distributions, interest and other payments that it would otherwise
be authorized to receive and retain pursuant to Section 7(a)(ii) hereof, shall
cease, and all such rights shall thereupon become vested in the Lender, which
shall thereupon have the sole right to exercise such voting and other
consensual rights and to receive and hold as Pledged Collateral such dividends
and interest payments;


(ii)             the Lender is authorized to notify
each debtor with respect to the Pledged Debt to make payment directly to the
Lender (or its designee) and may collect any and all moneys due or to become
due to any Pledgor in respect of the Pledged Debt, and each of the Pledgors
hereby authorizes each such debtor to make such payment directly to the Lender
(or its designee) without any duty of inquiry;


 


8

















 


(iii)            without limiting the generality of
the foregoing, the Lender may at its option exercise any and all rights of
conversion, exchange, subscription or any other rights, privileges or options
pertaining to any of the Pledged Collateral as if it were the absolute owner
thereof, including, without limitation, the right to exchange, in its discretion,
any and all of the Pledged Collateral upon the merger, consolidation,
reorganization, recapitalization or other adjustment of any Issuer, or upon the
exercise by any Issuer of any right, privilege or option pertaining to any
Pledged Collateral, and, in connection therewith, to deposit and deliver any
and all of the Pledged Collateral with any committee, depository, transfer
agent, registrar or other designated agent upon such terms and conditions as it
may determine;


(iv)            all dividends, distributions, interest
and other payments that are received by any of the Pledgors contrary to the
provisions of Section 7(b)(i) hereof shall be received in trust for the benefit
of the Lender, shall be segregated from other funds of the Pledgors, and shall
be forthwith paid over to the Lender as Pledged Collateral in the exact form
received with any necessary endorsement and/or appropriate stock powers duly
executed in blank, to be held by the Lender as Pledged Collateral and as
further collateral security for the Obligations; and


(v)             each Pledgor will execute and
deliver (or cause to be executed and delivered) to the Lender all such proxies
and other instruments as the Lender may reasonably request for the purpose of
enabling the Lender to exercise the voting and other rights which it is
entitled to exercise pursuant to paragraph (i) of this Section 7(b) and to
receive the dividends which it is authorized to receive and retain pursuant to
paragraph (i) of this Section 7(b).


SECTION 8.           Additional
Provisions Concerning the Pledged Collateral.


(a)           To the maximum extent permitted by
applicable law, each Pledgor (i) authorizes the Lender to execute any such
agreements, instruments or other documents in such Pledgor’s name and to file
such agreements, instruments or other documents in such Pledgor’s name in any
appropriate filing office, (ii) authorizes the Lender to file any
financing statements required hereunder or under any other Loan Document, and
any continuation statements or amendments with respect thereto, in any appropriate
filing office without the signature of such Pledgor and (iii) ratifies the
filing of any financing statement, and any continuation statement or amendment
with respect thereto, filed without the signature of such Pledgor prior to the
date hereof.  A photocopy or other
reproduction of this Agreement or any financing statement covering the Pledged
Collateral or any part thereof shall be sufficient as a financing statement
where permitted by law.  Such financing
statements may describe the Pledged Collateral in the same manner as described
herein or in any security agreement or pledge agreement entered into by the
parties in connection herewith or may contain an indication or description of
the Pledged Collateral that describes such property in any other manner as the
Lender may determine, in its sole discretion, is necessary, advisable,
desirable or prudent to ensure the perfection of the security interest in the
Pledged Collateral granted to the Lender, in connection herewith, including,
without limitation, describing such property as “all assets” or “all personal
property”, whether now owned or hereafter acquired.


(b)           Each Pledgor hereby irrevocably
appoints the Lender as such Pledgor’s attorney-in-fact and proxy, with full
authority in the place and stead of such Pledgor and in the


 


9

















 


name of such Pledgor or
otherwise, upon the occurrence and during the continuance of an Event of
Default in the Lender’s Permitted Discretion, to take any action and to execute
any instrument that the Lender may deem necessary or advisable to accomplish
the purposes of this Agreement (subject to the rights of such Pledgor under
Section 7(a) hereof), including, without limitation, to receive, endorse and
collect all instruments made payable to such Pledgor representing any dividend,
interest payment or other distribution in respect of any Pledged Collateral and
to give full discharge for the same. 
This power is coupled with an interest and is irrevocable until all of
the Obligations (other than contingent indemnification obligations and expense
reimbursement obligations to the extent that such expenses have not yet been
incurred) are paid in full, in cash, and all Letters of Credit are cancelled or
cash collateralized consistent with the requirements of Section 3.5 of the Loan
Agreement, after the termination of the Lender’s commitment to make Advances
and issue Letters of Credit under the Loan Agreement.


(c)           If any Pledgor fails to perform any
agreement or obligation contained herein, the Lender itself may perform, or
cause performance of, such agreement or obligation, and the expenses of the
Lender incurred in connection therewith shall be jointly and severally payable
by the Pledgors pursuant to Section 10 hereof and shall be secured by the
Pledged Collateral.


(d)           The powers conferred on the Lender
hereunder are solely to protect its interest in the Pledged Collateral and
shall not impose any duty upon it to exercise any such powers.  Except for the safe custody of any Pledged
Collateral in its possession and the accounting for monies actually received by
it hereunder, the Lender shall have no duty as to any Pledged Collateral or as
to the taking of any necessary steps to preserve rights against prior parties
or any other rights pertaining to any Pledged Collateral and shall be relieved
of all responsibility for the Pledged Collateral upon surrendering it or
tendering surrender of it to any Pledgor. 
The Lender shall be deemed to have exercised reasonable care in the
custody and preservation of the Pledged Collateral in its possession if the
Pledged Collateral is accorded treatment substantially equal to that which the
Lender accords its own property, it being understood that the Lender shall not
have responsibility for (i) ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relating to
any Pledged Collateral, whether or not the Lender has or is deemed to have
knowledge of such matters or (ii) taking any necessary steps to preserve rights
against any parties with respect to any Pledged Collateral.


(e)           The Lender may at any time in its
discretion (i) without notice to any Pledgor, transfer or register in the name
of the Lender or any of its nominees any or all of the Pledged Collateral,
subject only to the revocable rights of such Pledgor under Section 7(a) hereof
and (ii) exchange certificates or instruments constituting Pledged Collateral
for certificates or instruments of smaller or larger denominations.


SECTION 9.           Remedies
Upon Default.  If any Event of
Default has occurred and is continuing:


(a)           The Lender may exercise in respect of
the Pledged Collateral, in addition to any other rights and remedies provided
for herein or otherwise available to it, all of the rights and remedies of a
secured party upon default under the Code then in effect in the State of New


 


10

















 


York; and without limiting
the generality of the foregoing and without notice except as specified below,
sell the Pledged Collateral or any part thereof in one or more parcels at
public or private sale, at any exchange or broker’s board or elsewhere, at such
price or prices and on such other terms as the Lender may deem commercially
reasonable.  Each Pledgor agrees that,
to the extent notice of sale shall be required by law, at least ten (10) days’
notice to such Pledgor of the time and place of any public sale of Pledged
Collateral owned by such Pledgor or the time after which any private sale is to
be made shall constitute reasonable notification.  The Lender shall not be obligated to make any sale of Pledged
Collateral regardless of whether or not notice of sale has been given.  The Lender may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor,
and such sale may, without further notice, be made at the time and place to
which it was so adjourned.


(b)           Each
Pledgor recognizes that the Lender may deem it impracticable to effect a
public sale of all or any part of the Pledged Shares or any other securities
constituting Pledged Collateral and that the Lender may, therefore, determine
to make one or more private sales of any such securities to a restricted group
of purchasers who will be obligated to agree, among other things, to acquire
such securities for their own account, for investment and not with a view to
the distribution or resale thereof. 
Each Pledgor acknowledges that any such private sale may be at prices
and on terms less favorable to the seller than the prices and other terms which
might have been obtained at a public sale and, notwithstanding the foregoing,
agrees that such private sales shall be deemed to have been made in a
commercially reasonable manner and that the Lender shall have no obligation to
delay the sale of any such securities for the period of time necessary to
permit the issuer of such securities to register such securities for public
sale under the Securities Act.  Each
Pledgor further acknowledges and agrees that any offer to sell such securities
which has been (i) publicly advertised on a bona fide basis in a newspaper
or other publication of general circulation in the financial community of New
York, New York (to the extent that such an offer may be so advertised without
prior registration under the Securities Act) or (ii) made privately in the
manner described above to not less than fifteen bona  fide
offerees shall be deemed to involve a “public disposition” for the purposes of
Section 9-610(c) of the Code (or any successor or similar, applicable
statutory provision) as then in effect in the State of New York,
notwithstanding that such sale may not constitute a “public offering” under the
Securities Act, and that the Lender may, in such event, bid for the purchase of
such securities.


(c)           Any cash held by the Lender as
Pledged Collateral and all cash proceeds received by the Lender in respect of
any sale of, collection from, or other realization upon, all or any part of the
Pledged Collateral may, in the discretion of the Lender, be held by the Lender
as collateral for, and/or then or at any time thereafter applied (after payment
of any amounts payable to the Lender pursuant to Section 10 hereof) in whole or
in part by the Lender against, all or any part of the Obligations in such order
as is set forth in the Loan Agreement. 
Any surplus of such cash or cash proceeds held by the Lender and
remaining after payment in full, in cash, of all of the Obligations and the
cancellation or cash collateralization of all Letters of Credit in accordance
with the terms of the Loan Agreement after the Lender’s commitment to make
Advances and issue Letters of Credit has been terminated shall be promptly paid
over to the Pledgors or to such Person as may be lawfully entitled to receive
such surplus.


 


11

















 


(d)           In the event that the proceeds of any
such sale, collection or realization are insufficient to pay all amounts to
which the Lender is legally entitled, the Pledgors shall be jointly and
severally liable for the deficiency, together with interest thereon at the
highest rate specified in the Loan Agreement for interest on overdue principal
thereof or such other rate as shall be fixed by applicable law, together with
the costs of collection and the reasonable fees, costs, expenses and other
client charges of any attorneys employed by the Lender to collect such
deficiency.


SECTION 10.         Indemnity
and Expenses.


(a)           Each Pledgor jointly and severally
agrees to defend, protect, indemnify and hold harmless the Lender (and all of
its respective officers, directors, employees, attorneys, consultants and
agents) from and against any and all claims, damages, losses, liabilities
obligations, penalties, fees, costs and expenses (including, without
limitation, reasonable legal fees, costs, expenses and disbursements of
counsel) to the extent that they arise out of or otherwise result from this
Agreement (including, without limitation, enforcement of this Agreement),
except, claims, losses or liabilities resulting from the Lender’s gross
negligence or willful misconduct as determined by a final judgment of a court
of competent jurisdiction.


(b)           Each Pledgor jointly and severally
agrees to pay to the Lender upon demand the amount of any and all costs and
expenses, including the reasonable fees, costs, expenses and disbursements of
the Lender’s counsel and of any experts and agents, which the Lender may incur
in connection with (i) the preparation, negotiation, execution, delivery,
recordation, administration, amendment, waiver or other modification or
termination of this Agreement, (ii) the custody, preservation, use or operation
of, or the sale of, collection from, or other realization upon, any Pledged
Collateral, (iii) the exercise or enforcement of any of the rights of the
Lender hereunder, or (iv) the failure by any Pledgor to perform or observe any
of the provisions hereof.


SECTION
11.         Notices, Etc.  All notices and other communications
provided for hereunder shall be in writing and shall be mailed (by certified
mail, postage prepaid and return receipt requested), telecopied or delivered,
if to any Pledgor, to such Pledgor at the address of the Borrower specified in
the Loan Agreement; if to the Lender, to it at its address specified in the
Loan Agreement; or as to any such Person at such other address as shall be
designated by such Person in a written notice to such other Person complying as
to delivery with the terms of this Section 11. 
All such notices and other communications shall be effective (i) if sent
by certified mail, postage prepaid and return receipt requested, when received
or three (3) Business Days after mailing, whichever first occurs, (ii) if
telecopied, when transmitted and confirmation is received, if transmitted on a
Business Day and, if not, on the next Business Day or (iii) if delivered by
hand delivery or overnight courier service, upon delivery, if delivered on a
Business Day and, if not, on the next Business Day.  Any notice delivered to any party hereto via telecopy shall be
promptly followed by some other means of notice specified in this Section 11.


SECTION
12.         Security Interest Absolute.  All rights of the Lender, all Liens and all
obligations of each of the Pledgors hereunder shall be absolute and
unconditional irrespective of:  (i) any
lack of validity or enforceability of the Loan Agreement or any other Loan
Document, (ii) any change in the time, manner or place of payment of, or in any
other term in


 


12

















 


respect of, all or any of
the Obligations, or any other amendment or waiver of or consent to any
departure from the Loan Agreement or any other Loan Document, (iii) any
exchange or release of, or non-perfection of any Lien on any Collateral, or any
release or amendment or waiver of, or consent to or departure from, any
guaranty for all or any of the Obligations, or (iv) any other circumstance that
might otherwise constitute a defense available to, or a discharge of, any of
the Pledgors in respect of the Obligations. 
All authorizations and agencies contained herein with respect to any of
the Pledged Collateral are irrevocable and powers coupled with an interest.


SECTION 13.         Miscellaneous.


(a)           No amendment of any provision of this
Agreement shall be effective unless it is in writing and signed by the Lender
and the Pledgors, and no waiver of any provision of this Agreement, and no
consent to any departure by any of the Pledgors therefrom, shall be effective
unless it is in writing and signed by the Lender, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.


(b)           No failure on the part of the Lender
to exercise, and no delay in exercising, any right hereunder or under any Loan
Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or
the exercise of any other right.  The
rights and remedies of the Lender provided herein and in the Loan Documents are
cumulative and are in addition to, and not exclusive of, any other rights or
remedies provided by law.  The rights of
the Lender under the applicable Loan Document against any party thereto are not
conditional or contingent on any attempt by the Lender to exercise any of its
rights under any other document against such party or against any other Person.


(c)           Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or thereof
or affecting the validity or enforceability of such provision in any other
jurisdiction.


(d)           This Agreement shall create a
continuing security interest in and Lien on the Pledged Collateral and shall
(i) remain in full force and effect until the payment in full or release of the
Obligations (other than contingent indemnification obligations and expense
reimbursement obligations to the extent that such expenses have not yet been
incurred) and cancellation or cash collateralization of all Letters of Credit
(in each case consistent with the requirements of Section 3.5 of the Loan
Agreement) after the termination of the Lender’s commitment to make Advances
and issue Letters of Credit under the Loan Agreement and (ii) be binding on
each Pledgor and, by its acceptance hereof, the Lender, and its respective
successors and assigns, and shall inure, together with all rights and remedies
of the Lender hereunder, to the benefit of the Lender and its respective
successors, transferees and assigns. 
Without limiting the generality of clause (ii) of the immediately
preceding sentence, subject to the terms of the Loan Agreement, the Lender may
assign or otherwise transfer its rights and obligations under this Agreement
and any other Loan Document to any other Person, and such other Person shall
thereupon become vested with all of the benefits in respect thereof granted to
the Lender herein or otherwise.  Upon
any such assignment or transfer, all references in this Agreement to the Lender
shall mean the assignee of such Lender. 
None of the rights or obligations of any of the


 


13

















 


Pledgors hereunder may be
assigned or otherwise transferred without the prior written consent of the
Lender, and any such assignment or transfer shall be null and void.


(e)           Upon the satisfaction in full, in
cash, of the Obligations (other than contingent indemnification obligations and
expense reimbursement obligations to the extent that such expenses have not yet
been incurred) and cancellation or cash collateralization of all Letters of
Credit (in each case consistent with the requirements of Section 3.5 of the
Loan Agreement) after the termination of the Lender’s commitment to make
Advances and issue Letters of Credit under the Loan Agreement (i) this
Agreement and the security interest and Lien created hereby shall terminate and
all rights to the Pledged Collateral shall revert to the Pledgors and (ii) the
Lender will, upon the Pledgors’ request and at the Pledgors’ sole cost expense,
without any representation, warranty or recourse whatsoever, (A) promptly
return to the Pledgors such of the Pledged Collateral as shall not have been
sold or otherwise disposed of or applied pursuant to the terms hereof and (B)
promptly execute and deliver to the Pledgors such documents as the Pledgors
shall reasonably request to evidence such termination.


(f)            This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, except as
required by mandatory provisions of law and except to the extent that the
validity and perfection or the perfection and the effect of perfection or
non-perfection of the security interest and Lien created hereby, or remedies hereunder,
in respect of any particular Pledged Collateral are governed by the laws of a
jurisdiction other than the State of New York.


(g)           This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which shall be deemed an original, but all such
counterparts shall constitute one and the same agreement.  Delivery of an executed counterpart of this
Agreement by facsimile shall be equally effective as delivery of an original
executed counterpart.


(h)           Section headings herein are included
for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.


(i)            All of the Obligations of the
Pledgors hereunder are joint and several. 
The Lender may, in its sole and
absolute discretion, enforce the provisions hereof against any of the Pledgors
and shall not be required to proceed against all Pledgors jointly or seek
payment from the Pledgors ratably.  In
addition, the Lender may, in its sole and absolute discretion, select the
Pledged Collateral of any one or more of the Pledgors for sale or application
to the Obligations, without regard to the ownership of such Pledged Collateral,
and shall not be required to make such selection ratably from the Pledged Collateral
owned by all of the Pledgors.  The
release or discharge of any Pledgor by the Lender shall not release or
discharge any other Pledgor from the obligations of such Person hereunder.


SECTION
14.           Submission to
Jurisdiction; Waivers.  Each Pledgor
hereby irrevocably and unconditionally:


(a)           Submits for itself and its property
in any action, suit or proceeding relating to this Pledge Agreement or any
other Loan Document to which it is a party, or for recognition


 


14

















 


and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction of the
courts of the State of New York, the courts of the United States of America for
the Southern District of New York, and appellate courts thereof;


(b)           Agrees that any such action, suit or
proceeding may be brought in such courts and waives any objection that it may
now or hereafter have to the venue of any such action, suit or proceeding in
any such court or that such action, suit or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;


(c)           Irrevocably consents to the service
of any and all process in any such action, suit or proceeding by the mailing of
copies of such process by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Pledgor, at its address set
forth in Section 11 hereof or at such other address of which the Lender shall
have been notified pursuant thereto;


(d)           To the extent that such Pledgor has
or hereafter may acquire any immunity from jurisdiction of any court or from
any legal process (whether through service or notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) with respect
to itself or its property, such Pledgor hereby irrevocably waives such immunity
in respect of its obligations under this Agreement;


(e)           Agrees that nothing herein shall
affect the right of the Lender to effect service of process in any other manner
permitted by law or shall limit the right to sue in any other jurisdiction; and


(f)            Waives any right it may have to
claim or recover in any legal action or proceeding referred to in this Section
any special, exemplary, punitive or consequential damages.


SECTION
15.         Jury Trial Waiver.  EACH PLEDGOR AND THE LENDER (BY ITS
ACCEPTANCE OF THIS AGREEMENT) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING
THIS AGREEMENT, ANY LOAN DOCUMENT OR ANY AMENDMENT, MODIFICATION OR OTHER
DOCUMENT NOW OR HEREAFTER DELIVERED IN CONNECTION WITH ANY OF THE FOREGOING,
AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY.


 


15

















 


IN
WITNESS WHEREOF, each Pledgor has caused this Agreement to be executed and
delivered by its officer thereunto duly authorized, as of the date first above
written.


	
   

  	
  PLEDGORS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LAZY
  DAYS’ R.V. CENTER, INC.,

  
	
   

  	
  a Florida corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LD
  HOLDINGS, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO FOOTHILL, INC.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 

















 


 


SCHEDULE I TO PLEDGE AND
SECURITY AGREEMENT


Pledged Debt


 


	
  Pledgor

  	
   

  	
  Name of
  Maker

  	
   

  	
  Description

  	
   

  	
  Original

  Principal

  Amount

  	
   

  	
  Principal
  Amount Outstanding as

  of_________

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE II TO PLEDGE AND
SECURITY AGREEMENT


Pledged Shares


 


	
  Pledgor

  	
   

  	
  Name of
  Issuer

  	
   

  	
  Number of

  Shares
  Pledged

  	
   

  	
  Number of

  Shares
  Outstanding

  	
   

  	
  Class

  	
   

  	
  Certificate

  No.(s)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


ANNEX I


TO


PLEDGE AND SECURITY
AGREEMENT


PLEDGE AMENDMENT


This Pledge Amendment, dated
__________ __, _____, is delivered pursuant to Section 4 of the Pledge
Agreement referred to below.  The
undersigned hereby agrees that this Pledge Amendment may be attached to the
Pledge and Security Agreement, dated as of May 14, 2004 (the “Pledge
Agreement”), made by Lazy Days’ R.V. Center, Inc. and LD Holdings, Inc., in
favor of Wells Fargo Foothill, Inc. (the “Lender”), as Lender party to
the Loan Agreement referred to in the Pledge Agreement, as it may heretofore
have been or hereafter may be amended or otherwise modified or supplemented
from time to time and that the promissory notes or shares listed on this Pledge
Amendment shall be hereby pledged and assigned to the Lender and become part of
the Pledged Collateral referred to in such Pledge Agreement and shall secure
all of the Obligations referred to in such Pledge Agreement.


Pledged Debt


 


	
  Pledgor

  	
   

  	
  Name of
  Maker

  	
   

  	
  Description

  	
   

  	
  Original

  Principal

  Amount

  	
   

  	
  Principal
  Amount Outstanding as

  of
  __________

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



Pledged Shares


 


	
  Pledgor

  	
   

  	
  Name of
  Issuer

  	
   

  	
  Number of

  Shares
  Pledged

  	
   

  	
  Number of

  Shares
  Outstanding

  	
   

  	
  Class

  	
   

  	
  Certificate

  No(s)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
   

  	
  [PLEDGOR]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title: